Terms of Service

1. Acceptance and Scope

By accessing, browsing, clicking through, registering for, ordering a Film, contributing content, receiving a contributor tree gift through the platform, or otherwise using the platform, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the platform.

These Terms apply to organizers, account holders, payers, recipients, invitees, contributors, contributor tree-gift recipients, support correspondents, businesses, and anyone else whose use of the platform causes Dearly to process information or provide services in connection with them.

If you access or use the platform on behalf of a company, nonprofit, school, hospital, family office, or other organization, you represent that you have authority to bind that entity, and "you" includes both you and that entity.

2. Definitions

In these Terms, "Dearly," "we," "us," and "our" mean Dearly Inc. "Platform" means our website, Film pages, messages, checkout flows, support channels, and related services. "Services" means the functionality offered through the platform. "User Content" means any text, audio, video, recipient information, testimonial, feedback, or other material submitted through the platform by you or on your behalf.

"Bearer Link" means any tokenized URL, Film page, contributor tree-gift link, playback page, download page, upload page, or similar link that may allow access to content or functionality if possessed, whether or not separately password protected. "Non-User Data" means information relating to a person who has not created a Dearly account but whose data is provided in connection with an invitation, recipient relationship, contribution, or similar interaction.

3. Eligibility, Authority, and Geographic Restrictions

You must be at least 13 years old to access the platform. You must be at least 18 years old, or the age of majority where you live, to create an account, place an order, upload media on behalf of others, or use any paid or business functionality, unless a parent or legal guardian is legally responsible for your use.

If you are a parent, guardian, school, hospital, teacher, or other authorized intermediary submitting content created by a minor, you represent and warrant that you have the authority to do so and to grant all permissions described in these Terms.

You may not use the platform if you are located in, ordinarily resident in, or using the platform in violation of U.S. sanctions, export-control restrictions, or other applicable law. We may limit the availability of the Film service or any feature by geography, risk profile, provider limitations, product maturity, or legal requirements.

4. Accounts, Identity, and Security

You must provide accurate, current, and complete information and keep it updated. You are responsible for your account, your devices, your verification codes, your saved payment methods, your inboxes, and any Bearer Links that you control or forward to others.

You are responsible for all activity occurring under your account or through your credentials, whether or not authorized by you, unless prohibited by law. If you believe your account, email, phone number, device, or linked page has been compromised, you must notify us immediately at care@dearly.co.

We may require additional verification, refuse registration, merge or link records, suspend access, invalidate links, or cancel an action if we suspect fraud, abuse, impersonation, account takeover, consent defects, or operational risk.

5. Communications, Consent, and User-Initiated Contact

By providing a phone number or email address, you consent to receiving authentication messages, account notices, transactional messages, receipts, order updates, delivery notices, contributor requests, security alerts, and other service-related communications. Message frequency varies. Standard message and data rates may apply. You can stop non-essential SMS by replying STOP where supported, and you can contact care@dearly.co for help.

When you use the platform to send an invitation, reminder, contributor request, message, or similar outreach to another person, you represent and warrant that you have that person's prior consent or another valid legal basis to contact them and share their information with us for that purpose. You acknowledge that you, not Dearly, are the initiator of that communication, and that Dearly acts only as the technical conduit or service provider used to transmit your message.

You agree to indemnify the Dearly Parties against claims arising from your contacts, outreach, recipient data, phone numbers, opt-in representations, or message content, including claims under the Telephone Consumer Protection Act, anti-spam laws, privacy laws, right-of-publicity laws, or similar laws in any jurisdiction.

6. Platform Services and Early-Stage Platform Notice

Dearly offers Dearly Film, a relationship-centered digital service that includes page creation and sharing, contributor recording and uploads, studio production, finished-film playback and download, contributor tree gifts, support tools, account tools, and related communications.

The platform is an evolving product. Features may change, disappear, fail, be rate limited, or be restricted by geography, account type, abuse controls, or vendor dependencies. We do not promise uninterrupted availability, permanent feature continuity, or that any roadmap item, launch target, or marketing statement will be implemented exactly as described.

You are solely responsible for retaining copies of material important to you. The platform is not an archival, escrow, or guaranteed-backup service, and we may remove or lose content, links, logs, or media because of expiration, deletion, corruption, moderation, vendor failure, operational changes, or legal process.

7. Not a Therapeutic, Emergency, Medical, or Legal Service

Dearly is a communication and film-production platform. It is not a mental health provider, crisis service, medical service, legal service, fiduciary, insurer, common carrier, or emergency-response system.

We do not monitor User Content for signs of distress, self-harm, abuse, criminal conduct, or emergency conditions, and we have no duty to review, intervene, warn, rescue, contact emergency services, or ensure that any communication is delivered, read, or acted upon in time-sensitive circumstances. If you or another person may be in danger, contact emergency services or an appropriate local professional immediately.

To the maximum extent permitted by law, the Dearly Parties disclaim liability for emotional distress, psychological harm, grief-related harm, missed opportunities, or alleged failure to intervene arising from platform-facilitated communications or the absence, malfunction, or delayed delivery of any message, Film, or tree gift.

8. Orders, Pricing, Payments, and Taxes

Prices, product availability, and launch timing may change at any time before final confirmation. You authorize us and our payment processors to charge your selected payment method for all amounts due, including taxes, fees, or other approved amounts.

We use third-party payment processors, including Stripe. We do not store your full payment-card number or CVV. Your relationship with a payment processor is governed by that processor's terms and privacy notices, including Stripe's terms at stripe.com/legal.

You may not submit fraudulent disputes or chargebacks, evade payment, abuse free or subsidized experiences, or use multiple accounts, false identities, disposable phone numbers, or automation to obtain unauthorized value. We may suspend accounts, cancel pending or future orders, report abuse to payment partners, and pursue collection or legal remedies.

The Dearly Promise: a full refund within 90 days of delivery, and your family keeps the film. We will also remake the film as many times as you like until you love it. To request a refund, reply to a Dearly email or contact care@dearly.co. You do not have to complete revisions before requesting it. After 90 days, we may consider refunds and other goodwill remedies at our discretion. Nothing in this policy limits rights that cannot be waived under applicable law.

9. Dearly Film and Contributor Tree-Gift Terms

9.1 Dearly Film and Media

Dearly Film includes contribution pages, contributor uploads, studio production, finished-film playback and download, and related service emails. Your film stays available to watch and download for as long as Dearly operates. You can download a copy at any time.

Temporary technical or provider outages may interrupt access. Please keep a downloaded copy for your own safekeeping. A refund after delivery does not remove your access to the delivered film. Content may still be removed at your request or when required by law or the content and safety provisions of these Terms.

If you upload or request video, audio, or other media, you are solely responsible for obtaining all permissions needed from every participant, speaker, performer, and rights holder. We may treat playback pages, download pages, and upload pages as Bearer Links, meaning access may be available to anyone who possesses the link.

9.2 Contributor Tree Gifts

Dearly Film may include a tree gift for a contributor. Tree-gift pages and tokens are Bearer Links, and anyone with the relevant link or token may be able to access the experience unless we state otherwise.

Tree planting and related certificates depend on third-party providers, including Tree Nation and other downstream partners. We do not control tree species, location, planting timing, survival, environmental outcomes, certificate content, or third-party program continuity, and we do not make ecological, carbon-offset, or permanence guarantees.

10. User Content, Permissions, and Releases

As between you and Dearly, you retain ownership of User Content you lawfully submit. However, you grant Dearly a worldwide, non-exclusive, sublicensable, transferable, royalty-free license to host, store, reproduce, encode, transcode, crop, edit, adapt, modify, translate, format, display, distribute, transmit, publicly perform, and otherwise use that User Content as needed to operate, improve, fulfill, secure, support, promote, or comply with law in connection with the platform.

This license includes the right to use your content in Film production, contributor and recipient delivery, transcription, playback, moderation, abuse review, customer support, backups, quality assurance for internal operations, and reasonable promotional use of testimonials you separately authorize, subject to our Privacy Policy and any specific permissions you separately grant.

You represent and warrant that: (a) you own or control all rights necessary to submit the User Content; (b) the content and its use by Dearly will not infringe, misappropriate, or violate any copyright, trademark, privacy, publicity, contract, or other right; (c) you have obtained valid, documented consent from every identifiable person appearing in or implicated by the content, including consent for voice, likeness, and biographical references where required; and (d) your content and instructions are truthful and lawful.

If you submit content created by a minor, you represent and warrant that you are the parent or legal guardian of that minor or that you have obtained express written permission from the parent or legal guardian and, where applicable, from an authorized school, hospital, charity, or similar institution. You agree to fully indemnify the Dearly Parties from claims arising from the submission or use of that minor-created content, including claims under COPPA or similar laws.

11. Prohibited Content and Conduct

You may not use the platform to do, upload, transmit, request, or facilitate any of the following:

• unlawful, fraudulent, defamatory, threatening, harassing, obscene, exploitative, invasive, hateful, discriminatory, or abusive content or conduct;
• doxxing, stalking, extortion, intimidation, spam, phishing, malware, credential harvesting, or impersonation;
• content that infringes intellectual-property, privacy, publicity, or confidentiality rights;
• sexual content involving minors or content that exploits, sexualizes, or endangers children in any way;
• deceptive fundraising, false identity claims, or any use intended to evade screening, payment, moderation, abuse controls, or law enforcement;
• manipulated or fabricated impersonation of any real person, living or dead, without that person's or their authorized representative's explicit documented consent;
• copyrighted music, video, images, or other media for which you do not have all necessary licenses;
• unauthorized scraping, crawling, copying, reverse engineering, or automated access to the platform;
• repeated creation of fake accounts, use of disposable numbers, abuse of promotional flows, or reselling access to the platform; or
• any use that could expose Dearly or others to civil, criminal, regulatory, or reputational harm.

We may, but have no obligation to, monitor, screen, remove, refuse, disable, report, or preserve content or conduct in our sole discretion.

12. Moderation, Section 230, and Enforcement

Dearly operates, to the maximum extent applicable, as an interactive computer service provider under 47 U.S.C. Section 230 and analogous laws. User Content is provided by users or third parties, not by Dearly. We are not the publisher or speaker of User Content merely because we host, transmit, review, rank, moderate, refuse, remove, or fail to remove that content.

We may enforce these Terms by warning, blocking, de-listing, shadow-limiting, deleting, rate limiting, refusing service, canceling orders, invalidating links, suspending accounts, terminating access, or referring matters to law enforcement, payment partners, or civil claimants. Our decision to take or not take a given enforcement action does not waive any right or create any duty.

13. Intellectual Property, Feedback, and DMCA

The platform, including our software, layout, workflows, copy, visual design, brand assets, trademarks, service marks, product names, compiled data, and underlying technology, is owned by Dearly or its licensors and is protected by intellectual-property and other laws. Except for the limited right to use the platform under these Terms, no right, title, or interest is transferred to you.

If you provide suggestions, feedback, concepts, feature requests, or ideas, you grant Dearly a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use them without restriction, attribution, or compensation.

If you believe content on the platform infringes your copyright, you may send a DMCA-compliant notice to our designated agent: Legal Dept, Dearly Inc., 2261 Market Street STE 87409, San Francisco, California 94114, care@dearly.co. We may remove or disable the content, notify the submitting user, process counter-notices where appropriate, and terminate repeat infringers.

14. Privacy, Non-User Data, and Bearer Links

Our Privacy Policy describes how we collect, use, disclose, and retain information. By using the platform, you direct us to process information about you and about other people where you choose to involve them in a Film invitation, recipient relationship, contributor flow, tree gift, support inquiry, or similar interaction.

Many platform experiences rely on Bearer Links or tokenized pages. You are responsible for keeping those links secure and for forwarding them only to intended recipients. Anyone who obtains the link may be able to access the related page, content, or action. We are not liable for access or activity resulting from your failure to protect or limit those links.

Certain features may make identifiers or account relationships linkable based on settings and existing platform behavior. You acknowledge that Film collaboration and tree-gift delivery necessarily involve some processing of Non-User Data and relationship data.

15. Third-Party Services and Dependencies

The platform depends on third-party providers and infrastructure, including hosting, databases, payments, email, SMS, identity, analytics, error monitoring, media hosting, film-production tools, tree-planting partners, and other services. These may include, without limitation, Supabase, Stripe, Resend, Twilio, PostHog, Sentry, Tree Nation, Mux, Apple, and Google.

We do not control and are not responsible for the acts, omissions, outages, policy changes, terms, privacy practices, fees, output quality, or security of third-party services. Third-party terms and policies may apply in addition to these Terms. If a third-party service fails, delays, or changes, we may suspend or modify the affected feature without liability.

16. Beta Features, Suspension, Termination, and Account Deletion

We may designate any feature, product, workflow, or integration as beta, pilot, experimental, limited release, or internal-use only. Beta and experimental features are offered "as is," may never become generally available, and may have heightened bugs, retention limits, functionality gaps, or data-loss risk.

We may suspend, limit, or terminate your access, cancel an order, refuse fulfillment, or disable content or links at any time, with or without notice, if we believe it is necessary to protect the platform, our users, third parties, or our legal, payment, or operational interests.

You may stop using the platform at any time. Account deletion, content removal, and data retention are governed by our Privacy Policy and operational/legal requirements. Certain information, such as tax, accounting, anti-fraud, legal-hold, or audit data, may be retained after deletion or termination.

17. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, SERVICES, PRODUCTS, CONTENT, LINKS, MEDIA, COMMUNICATIONS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS," "AS AVAILABLE," "WITH ALL FAULTS," AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND FREEDOM FROM INTERRUPTION OR HARMFUL CODE.

WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ALL WARRANTIES REGARDING DELIVERY DATES, TREE-PLANTING OUTCOMES, MEDIA AVAILABILITY, TRANSCRIPTION ACCURACY, CONTENT MODERATION, ACCOUNT MATCHING, DISCOVERABILITY, DATA RETENTION, AND THIRD-PARTY SERVICE PERFORMANCE.

Accessibility notice: we aim to improve accessibility over time, but we do not guarantee that every surface will conform to every accessibility standard in every jurisdiction at all times. Any claim alleging accessibility, ADA, or similar compliance deficiencies will be subject to the dispute-resolution provisions in Section 19 to the maximum extent permitted by law.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DEARLY PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OPPORTUNITY, USE, EXPECTED DELIVERY, OR EMOTIONAL OR REPUTATIONAL HARM, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, THE DEARLY PARTIES WILL NOT BE LIABLE FOR LOSSES ARISING FROM USER CONTENT, NON-USER DATA, INVITATIONS OR CONTACTS INITIATED BY YOU, BEARER-LINK ACCESS, MANIPULATED OR FABRICATED IMPERSONATION, TREE OR MEDIA PARTNER FAILURES, PAYMENT-PROCESSOR FAILURES, PLATFORM CHANGES, BETA FEATURES, DATA LOSS, ACCOUNT TAKEOVER, OR THE ACTS OR OMISSIONS OF RECIPIENTS, CONTRIBUTORS, CONTRACTORS, OR OTHER THIRD PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOUR SOLE AND EXCLUSIVE RECOURSE FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS IS AGAINST DEARLY INC. AS A CORPORATE ENTITY ONLY. YOU EXPRESSLY WAIVE ANY RIGHT TO ASSERT ANY CLAIM AGAINST ANY FOUNDER, SHAREHOLDER, DIRECTOR, OFFICER, EMPLOYEE, CONTRACTOR, OR AGENT OF DEARLY IN THEIR INDIVIDUAL CAPACITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ALL DEARLY PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO DEARLY IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

Nothing in these Terms excludes or limits liability that cannot be excluded under applicable law, including non-waivable liability for gross negligence, fraud, willful misconduct, or statutory rights that cannot legally be waived.

19. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Dearly Inc. and its founders, shareholders, directors, officers, employees, contractors, service providers, affiliates, successors, and assigns from and against any and all claims, actions, demands, investigations, liabilities, damages, judgments, losses, fines, penalties, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your access to or use of the platform;
• your User Content or instructions;
• your violation of these Terms, law, or the rights of any person or entity;
• your contacts, invitations, messages, phone numbers, or recipient data;
• allegations involving defamation, privacy, publicity, copyright, trademark, fraud, spam, harassment, emotional harm, or unlawful communications;
• your submission of content involving minors, schools, hospitals, charities, or other institutions; or
• your use of manipulated, fabricated, or impersonating media.

20. Dispute Resolution, Arbitration, and Class Waiver

Please read this section carefully. It affects your legal rights. The Federal Arbitration Act governs the interpretation and enforcement of this section to the maximum extent permitted by law.

20.1 Informal Resolution First

Before starting arbitration or litigation, you must send a written notice describing your claim and requested relief to care@dearly.co and allow us at least 30 days to attempt informal resolution.

20.2 Binding Arbitration

Except for claims that qualify for small claims court and claims seeking only injunctive relief for intellectual-property misuse, any dispute, claim, or controversy arising out of or relating to the platform, these Terms, their formation, or the scope or enforceability of this arbitration agreement will be resolved by binding arbitration administered by JAMS under the applicable JAMS consumer or commercial rules and the JAMS Minimum Standards of Procedural Fairness, as applicable. The arbitration may be conducted remotely, by documents, in the county where you reside, or in San Francisco, California, as required by the applicable rules or by the arbitrator.

20.3 Class Action and Jury Waiver

YOU AND DEARLY AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, MASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL PROCEEDING. YOU AND DEARLY WAIVE ANY RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW.

20.4 Opt-Out Right

You may opt out of this arbitration agreement within 30 days after first accepting these Terms by emailing care@dearly.co with your name, the email or phone number associated with your use of the platform, and a clear statement that you want to opt out of arbitration. Opting out of arbitration does not opt you out of the rest of these Terms.

20.5 Small Claims and IP Carveouts

Either party may bring an individual claim in small claims court if it qualifies and remains there. Either party may also seek injunctive or equitable relief in court for actual or threatened intellectual-property infringement, misuse of confidential information, or unauthorized access to systems.

21. Governing Law and General Legal Terms

Except to the extent superseded by the Federal Arbitration Act, the laws of the State of Delaware, without regard to conflict-of-law rules, govern these Terms and any dispute between you and Dearly. If a dispute is not subject to arbitration, exclusive venue lies in the state or federal courts located in Delaware, and you and Dearly consent to personal jurisdiction there.

We may update these Terms from time to time by posting revised Terms, changing the "last updated" date, or taking other steps permitted by law. Your continued use of the platform after the revised Terms become effective constitutes acceptance of the revised Terms.

These Terms, together with any incorporated policies and any additional terms expressly presented for a specific feature, constitute the entire agreement between you and Dearly regarding the platform and supersede prior or contemporaneous understandings on that subject. If any provision is held unenforceable, the remaining provisions remain in effect to the maximum extent permitted by law. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, financing, restructuring, asset sale, or by operation of law.

You agree that we may provide notices, disclosures, and records electronically. Section titles are for convenience only. The phrases "including" and "for example" mean "including without limitation" and "for example without limitation."